<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ____________ August 31, 1999 ____________________
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________________
Commission file number 0-17882
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
---------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 04-3051642
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
320 Needham Street, Newton Upper Falls, Massachusetts 02464
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 969-0050
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Number of Shares of Common Stock outstanding at September 30, 1999 4,138,923
----------
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GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
- - Consolidated Balance Sheets -
August 31, 1999 (unaudited) and February 28, 1999 3
- - Consolidated Statements of Operations and Comprehensive Income - (unaudited)
Three and Six Months Ended August 31, 1999 and 1998 4
- - Consolidated Statements of Cash Flows - (unaudited)
Six Months Ended August 31, 1999 and 1998 5
- - Notes to Consolidated Financial Statements - (unaudited) 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 6 Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
2
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AUGUST 31, 1999 FEBRUARY 28, 1999
--------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,577,000 $ 894,000
Available-for-sale securities 3,863,000 3,837,000
Accounts receivable, net 13,125,000 13,503,000
Costs and estimated earnings in excess of billings on
uncompleted contracts, net 5,715,000 8,018,000
Prepaid expenses and other current assets 227,000 149,000
Refundable income taxes 117,000 --
Deferred income taxes 1,415,000 1,450,000
------------ ------------
Total current assets 27,039,000 27,851,000
Property and equipment, net 5,843,000 5,901,000
Other assets, net 1,850,000 1,505,000
------------ ------------
Total assets $ 34,732,000 $ 35,257,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ -- $ --
Accounts payable, trade 2,256,000 4,776,000
Accrued payroll and expenses 4,707,000 3,900,000
Billings in excess of costs and estimated earnings
on uncompleted contracts 2,116,000 1,313,000
Income taxes payable -- 311,000
------------ ------------
Total current liabilities 9,079,000 10,300,000
Deferred income taxes 890,000 816,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; authorized - 1,000,000 shares;
issued and outstanding - none
Common stock, $.01 par value; authorized - 14,000,000 shares;
issued and outstanding (including treasury shares) - 4,135,951 at
August 31, 1999 and 4,078,104 at February 28, 1999 41,000 41,000
Capital in excess of par value 14,847,000 14,650,000
Accumulated other comprehensive (loss) (49,000) (10,000)
Retained earnings 12,366,000 11,902,000
------------ ------------
Subtotal 27,205,000 26,583,000
Less: Common stock held in treasury, at cost (500,000 shares at
August 31, 1999 and February 28, 1999) (2,442,000) (2,442,000)
------------ ------------
Total liabilities and stockholders' equity $ 34,732,000 $ 35,257,000
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE> 4
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED AUGUST 31, SIX MONTHS ENDED AUGUST 31,
1999 1998 1999 1998
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 17,055,000 $ 15,330,000 $ 32,587,000 $ 28,835,000
Reimbursable expenses 5,724,000 4,813,000 10,572,000 8,716,000
------------ ------------ ------------ ------------
Net revenues 11,331,000 10,517,000 22,015,000 20,119,000
Costs and expenses:
Salaries and related costs 8,013,000 7,581,000 16,042,000 14,431,000
General and administrative expenses 2,580,000 2,254,000 5,321,000 4,349,000
------------ ------------ ------------ ------------
Income from operations,
before other income and taxes 738,000 682,000 652,000 1,339,000
------------ ------------ ------------ ------------
Other income (expense)
Interest income 56,000 60,000 119,000 157,000
Gain on sale of equipment and other assets -- -- -- 3,000
Equity in net income of joint venture -- 50,000 12,000 80,000
Interest expense (5,000) (9,000) (10,000) (9,000)
------------ ------------ ------------ ------------
Total other income, net 51,000 101,000 121,000 231,000
------------ ------------ ------------ ------------
Income from operations before
provision for income taxes 789,000 783,000 773,000 1,570,000
Provision for income taxes 316,000 313,000 309,000 628,000
------------ ------------ ------------ ------------
Net income $ 473,000 $ 470,000 $ 464,000 $ 942,000
Other comprehensive income-change in
unrealized gains (losses) on securities (20,000) 11,000 (40,000) 6,000
------------ ------------ ------------ ------------
Comprehensive income $ 453,000 $ 481,000 $ 424,000 $ 948,000
============ ============ ============ ============
Basic earnings per share:
Earnings per share $ 0.13 $ 0.13 $ 0.13 $ 0.26
------------ ------------ ------------ ------------
Basic weighted average shares 3,630,000 3,629,000 3,621,000 3,637,000
------------ ------------ ------------ ------------
Diluted earnings per share:
Earnings per share $ 0.13 $ 0.13 $ 0.13 $ 0.25
------------ ------------ ------------ ------------
Diluted weighted average shares 3,689,000 3,711,000 3,673,000 3,719,000
------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE> 5
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended August 31,
1999 1998
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 464,000 $ 942,000
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation and amortization 899,000 615,000
Equity in net income of joint venture (12,000) (80,000)
Benefit for deferred income taxes 109,000 --
Gain on disposal of equipment -- (3,000)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net 378,000 (2,836,000)
Decrease (increase) in costs and estimated earnings
in excess of billings on uncompleted contracts 3,106,000 (747,000)
Increase in prepaid expenses (78,000) (301,000)
Increase in refundable income taxes (117,000) --
Decrease in accounts payable, trade (2,520,000) (1,313,000)
Increase (decrease) in accrued payroll and expenses 807,000 (404,000)
(Decrease) increase in income taxes payable (311,000) 152,000
----------- -----------
Net cash provided (used) by operating activities 2,725,000 (3,975,000)
----------- -----------
Cash flows from investing activities:
Increase in available-for-sale securities (65,000) (169,000)
Proceeds from sale of equipment -- 153,000
Acquisition of property and equipment (800,000) (1,202,000)
Decrease (increase) in other assets (374,000) 14,000
----------- -----------
Net cash used by investing activities (1,239,000) (1,204,000)
----------- -----------
Cash flows from financing activities:
Borrowings on the line of credit -- 1,715,000
Proceeds from issuance of common stock, net 197,000 163,000
Acquisition of treasury stock -- (497,000)
----------- -----------
Net cash provided by financing activities 197,000 1,381,000
----------- -----------
Net increase (decrease) in cash and cash equivalents 1,683,000 (3,798,000)
Cash and cash equivalents at beginning of year 894,000 4,594,000
----------- -----------
Cash and cash equivalents at end of period $ 2,577,000 $ 796,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements
5
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GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of GZA
GeoEnvironmental Technologies, Inc. and Affiliate (the "Company") have
been prepared in accordance with generally accepted accounting
principles for interim financial statements and pursuant to the rules
of the Securities and Exchange Commission for Form 10-Q. Certain
information and footnotes required by generally accepted accounting
principles for complete financial statements are omitted. It is the
opinion of management that the accompanying consolidated financial
statements reflect all adjustments (which are normal and recurring)
considered necessary for a fair presentation. For further information
refer to the audited financial statements and footnotes included in the
Company's Annual Report to Stockholders for the year ended February 28,
1999, as filed with the Securities and Exchange Commission on May 26,
1999. Operating results for the six months ended August 31, 1999 are
not necessarily indicative of the results that may be expected for
succeeding periods or for the year ending February 29, 2000.
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
NOTE 2 - CONTINGENCIES
The Company is a party to several legal actions arising in the normal
course of business. Management believes that the outcomes of legal
actions to which it is a party will not, in the aggregate, have a
material adverse effect on the results of operations or financial
condition of the Company.
The Company's services involve risks of significant liability for
environmental and property damage, personal injury, economic loss, and
costs assessed by regulatory agencies. Claims may potentially be
asserted against the Company under federal and state statutes, common
law, contractual indemnification agreements or otherwise.
6
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NOTE 3 - PROPERTY ACQUISITION
On July 21, 1999 Environmental Real Estate Investors, Inc., (EREI), a
joint venture by GZA GeoEnvironmental, Inc. and Southborough Ventures,
Inc., acquired a former industrial property and plan to transform the
parcel into a site suitable for commercial development. The acquisition
is consistent with the joint venture's goal of targeting
environmentally impaired properties for development.
The Company's investment in EREI is reflected in "Other assets" on the
Company's balance sheet. The Company's interest in the net income, if
any, of the joint venture is recorded as "Other income" on the
Company's Consolidated Statements of Operations and Comprehensive
Income. Due to the terms of the joint venture 100% of the assets,
liabilities, and equity will be recorded by the Company.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999
- - NET REVENUES. The Company's net revenues for the three months ended
August 31, 1999 increased by approximately $814,000 (7.7%) compared
with the corresponding period in the prior fiscal year. The increase in
net revenues is attributable to increases in demand for our services in
the Northeast and Great Lakes Regions and for services performed by our
Information Systems Division. The increase in the Northeast Region
includes approximately $294,000 attributable to the Company's December,
1998 acquisition of Raamot Associates, PC of New York, NY, a
Manhattan-based consulting and engineering firm. The increase in net
revenues was offset by a $131,000 decline in net revenues in the
Southeast Region based primarily on management's decision to close the
Atlanta office in the first quarter of the current fiscal year.
- - SALARIES AND RELATED COSTS. Salaries and related costs for the three
months ended August 31, 1999 increased by $ 433,000 (5.7%) compared
with the corresponding period in the prior fiscal year. The increase in
salaries and related costs is attributable primarily to the increase in
the number of full-time equivalent professional and support staff
employees, including the increase in staff from the Raamot Associates
acquisition, annual salary increases and Incentive Compensation Plan
expenses, which are based on total company and individual performance
goals.
- - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the three months ended August 31, 1999 increased by
approximately $325,000 (14.4%) compared with the prior fiscal year. The
increase in general and administrative expenses is attributable to
higher occupancy costs due to the Raamot Associates acquisition,
greater amortization expense for leasehold improvements for several
offices, and increased professional liability claims expenses. The
increase in general and administrative expenses was offset by a
decrease in bad debt expense and management consulting services.
8
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SIX MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999
- - NET REVENUES. The Company's net revenues for the six months ended
August 31, 1999 increased by $1,896,000 (9.4%) compared with the
corresponding period in prior fiscal year. The increase in net revenues
is attributable to increases in demand for the Company's services in
the Great Lakes and Northeast Regions and for services performed by our
Information Systems Division. The increase in the Northeast Region
includes approximately $518,000 attributable to the Company's December,
1998 acquisition of Raamot Associates. The increase was offset by a
$154,000 decline in net revenues for our Southern Region based
primarily on management's decision to close the Atlanta office in the
first quarter of the current fiscal year.
- - SALARIES AND RELATED COSTS. Salaries and related costs for the six
months ended August 31, 1999 increased by $ 1,611,000 (11.2%) compared
with the corresponding period in the prior fiscal year. The increase is
attributable to the increase in full-time equivalent professional and
support staff employees and annual salary increases. The increase was
offset by a decrease in medical and term insurance expenses.
The increase in salary and related expenses reflects a significant
investment in hiring senior staff for initiatives being undertaken to
increase net revenues and expand engineering and consulting services.
- - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the six months ended August 31, 1999 increased by $972,000
(22.4%) compared with the corresponding period in the prior fiscal
year. The increase in general and administrative expenses includes
$235,000 in costs related to management's decision to close the Atlanta
office. The closing cost estimate for Atlanta includes lease settlement
expenses and other legal, contractual and administrative costs. The
increase in general and administrative expenses is also attributable to
higher occupancy cost due to the Raamot Associates acquisition, greater
amortization expense for leasehold improvements for several offices and
increases in professional liability claims expenses and management
consulting services.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
For the six month period ended August 31, 1999, $2,725,000 of net cash
was provided by operations, whereas for the six month period ended
August 31, 1998 $3,975,000 of net cash was used by operations. The
increase in fiscal 2000 was due primarily to decreases in accounts
receivable and costs and estimated earnings in excess of billings on
uncompleted contracts.
The Company made capital expenditures of approximately $800,000 and
$1,202,000 for the first six months of fiscal 2000 and 1999,
respectively. The capital expenditures for fiscal 2000 include
approximately $519,000 in computer hardware/software and specialty
drilling equipment rigs and accessories.
The Company's working capital increased from $17,551,000 at February
28, 1999 to $17,960,000 at August 31, 1999.
At August 31, 1999, the Company had cash on hand and cash equivalents
of $2,577,000, and short-term investments of $3,863,000, compared with
$894,000 and $3,837,000 respectively, at February 28, 1999. These
investments consist primarily of tax-exempt municipal bonds, taxable
U.S. Treasury Notes and other bonds and commercial paper. The Company
believes that its cash and cash equivalents and future cash generated
from operations will be sufficient to meet its cash requirements for at
least the next twelve months.
OTHER MATTERS
YEAR 2000
GZA has established a comprehensive Year 2000 compliance program (Y2K
Program) designed to (1) identify computer systems (hardware and
software) and non-IT equipment (telecommunications equipment,
laboratory instruments, technical equipment, etc.) that may fail to
recognize or properly process dates after January 1, 2000, (2) upgrade
or replace non-compliant components, systems, and software, and (3)
evaluate the Year 2000 readiness of our critical suppliers and service
providers. The progress of the Y2K Program is as follows.
MISSION-CRITICAL BUSINESS SYSTEMS
We have completed the remediation of the primary business systems with
the appropriate Y2K fixes/upgrades deployed and tested. The following
upgraded (Y2K-ready) systems are currently in production use:
Accounting System - Our accounting software has been updated to a later
version that reads any date with a two-digit year of 00 to 68 as a 21st
century date and any date with a two-digit year of 69 to 99 as a 20th
century date. We believe that the re-compiled software is fully
Y2K-ready with respect to the handling and processing of date
information. The cost
10
<PAGE> 11
of the accounting software update was approximately $2,000. Full
verification and testing of the updated software has been completed.
Payroll/HR Systems - Our payroll and human resource systems have been
upgraded from legacy DOS systems to ADP Payroll for Windows and ADP HR
Perspective, respectively. The cost of these upgrades, including new
server hardware and related equipment was approximately $30,000. The
conversion of both the Payroll and HR systems was complete as of
December 31, 1998. Full verification and testing of the new software
was complete as of March 31, 1999.
Company Headquarters' Voice Mail System - The voice mail system that
serves the Newton Upper Falls, Massachusetts locations was replaced by
a Y2K compliant Octel Communications Model 200 Message Server at a cost
of approximately $30,000. We cut over to the new system on April 9,
1999. The Octel Model 200 has been certified Y2K compliant by the
vendor.
DESKTOP COMPUTING ENVIRONMENT (DESKTOP COMPUTERS, SERVERS AND NETWORK
DEVICES)
We have completed a physical inventory and assessment of our computers
and computer-related hardware (PCs, servers and network components).
With the assistance of external consultants and the use of two Y2K
assessment tools, we have identified Y2K compliance problems with
hardware (BIOS/RTC chips), software applications, and data files
(databases, spreadsheets, etc.). We are currently in the process of
planning client/server hardware, operating system software and
application upgrades/replacements to address the Y2K compliance issues.
The client/server remediation process is planned for completion on or
before November 30, 1999.
NON-IT EQUIPMENT
We have completed a physical inventory of our non-IT equipment. With
the assistance of an outside consultant, we have completed the
assessment of the Y2K status of various laboratory instruments and
various pieces of technical equipment. Seven items (2.3 percent of the
equipment inventory) have been found to be non-compliant. An additional
ten items (3.3 percent of the equipment inventory) may require a
software upgrade depending upon the software revision currently
installed. The non-IT equipment remediation process is scheduled for
completion on or before November 30, 1999.
INSTALLED SYSTEMS (ENVIRONMENTAL MONITORING, TREATMENT AND PROCESS
CONTROL SYSTEMS)
We have compiled an inventory of environmental monitoring, treatment
and process control systems installed at client sites. Many of these
systems were designed and built with electronic control components that
could be subject to Y2K-related functional problems. Although our
contracts do not include Year 2000 warranties, the failure of such
installed systems to operate properly, after January 1, 2000, could
lead to disruption of our clients'
11
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business and substantial claims against us by our clients. The nature
and magnitude of the potential claims cannot be predicted at this time.
We are currently in the process of informing each client, in writing,
of the potential exposure and recommending that their environmental
systems be included in their Y2K assessment and remediation plans.
CRITICAL SUPPLIERS AND SERVICE PROVIDERS
We have solicited input from our key suppliers and service providers
including subcontractors, financial services firms (banks, insurance
companies), communications providers (telephone, dedicated data lines,
Internet service providers), public utilities (electric, gas, water),
service bureaus, and benefits administrators regarding their Year 2000
status. We will determine which, if any, pose a threat to the
uninterrupted operation of our business in the event that they
experience system errors or failures. To date, approximately 75 percent
of our key suppliers and service providers have responded to our Y2K
inquiry.
CONTINGENCY PLANNING
We have not developed Y2K contingency plans. Following (1) the internal
assessment, remediation and testing of all computer and non-IT
equipment, and (2) the evaluation of external dependencies, we will
consider contingency planning in areas where significant uncertainties
remain.
ESTIMATED TOTAL COST
Although we expect that we will need to upgrade or replace various
additional computer systems, and possibly some non-IT equipment, we do
not expect operating costs or capital investments to be materially
affected by Year 2000 related expenditures. We estimate that operating
and capital costs directly related to our Y2K Program, through its
completion, will range from $75,000 to $150,000 and from $250,000 to
$350,000, respectively. We plan to complete the remediation and testing
of all systems by November 30, 1999.
FORWARD LOOKING STATEMENTS
This report may contain projections, estimates, and predictions
relating to anticipated financial performance, potential contract
value, pending claims or litigation, business strategy, plans,
acquisitions, or technological developments and other matters. A number
of risks and uncertainties could materially affect these forward
looking statements, and the Company's results of operations. These
risks and uncertainties include, but are not limited to competition,
market pricing pressures, changes in federal, state, and local
legislation and regulations, ability of the Company to execute projects
within contracted cost estimates, current or future claims made against
the Company, ability of the Company to resolve contract and change
order disputes favorably and availability of qualified personnel to
execute contracts and work plans.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is party to several legal proceedings arising in the normal course
of business. Management believes that the outcome of these actions will not,
individually or in the aggregate, have a material adverse effect on the
financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held the Annual Meeting of Stockholders (the "Annual Meeting") on
July 13, 1999. At the Annual Meeting, Timothy W. Devitt and David B. Perini were
re-elected and Andrew P. Pajak was elected, in each case, to a three-year term
as Class III director of the Company. Following the Annual Meeting Rose Ann
Giordano, Donald T. Goldberg and Thomas W. Philbin continued in office as Class
I directors of the Company and M. Joseph Celi, Lewis Mandell and William E.
Hadge continued in office as Class II directors.
The number of votes cast in favor of and withheld from each nominee for election
as a director as the Annual Meeting were as follows:
<TABLE>
<CAPTION>
NOMINEE VOTES FOR VOTES WITHHELD
- ------- --------- --------------
<S> <C> <C>
Timothy W. Devitt 3,197,293 531,053
Andrew P. Pajak 3,230,390 497,956
David B. Perini 3,235,390 492,956
</TABLE>
At the Annual Meeting, the stockholders of the Company also ratified the
appointment of PricewaterhouseCoopers as the Company's independent public
accountants for the fiscal year ending February 28, 2000 and approved the 1999
Stock Incentive Plan. The number of votes cast for, against and abstaining from
voting on such proposal were as follows:
<TABLE>
<CAPTION>
PROPOSAL VOTES FOR VOTES AGAINST ABSTAINING
- -------- --------- ------------- ----------
<S> <C> <C> <C>
Ratification of Independent Public 3,614,702 55,126 58,518
Accountants
1999 Stock Incentive Plan 3,033,548 626,048 68,750
</TABLE>
13
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
3.1 Restated Certificate of Incorporation of the Company (1)
3.3 Amended and Restated By-Laws of the Company (2)
27. Financial Data Schedule for the period ended August 31, 1999.
(B) REPORTS ON FORM 8-K
The Company did not file any report on Form 8-K during the six-month
period ended August 31, 1999.
(1) Incorporated by reference to the similarly numbered exhibit included in the
Company's Form S-1 Registration Statement, File No. 33-29369, filed with the
Commission on June 16, 1989.
(2) Incorporated by reference to the similarly numbered exhibit included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 28,
1995, filed with the Commission on June 12, 1995.
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<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
Date: October 15, 1999 /s/ Joseph P. Hehir
----------------------------------------
JOSEPH P. HEHIR, Chief Financial Officer
and Treasurer (Chief Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF THE REGISTRANT AT AUGUST 31, 1999 AND
FEBRUARY 28, 1999, AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME OF THE REGISTRANT FOR THE THREE AND SIX MONTH PERIOD ENDED AUGUST 31,
1999 AND 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS IN THE FORM 10Q FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> AUG-31-1999
<PERIOD-START> MAR-01-1999
<CASH> 2,577,000
<SECURITIES> 3,863,000
<RECEIVABLES> 13,125,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,039,000
<PP&E> 5,843,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,732,000
<CURRENT-LIABILITIES> 9,079,000
<BONDS> 0
0
0
<COMMON> 41,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 34,732,000
<SALES> 0
<TOTAL-REVENUES> 32,587,000
<CGS> 0
<TOTAL-COSTS> 31,935,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 773,000
<INCOME-TAX> 309,000
<INCOME-CONTINUING> 464,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 464,000
<EPS-BASIC> .13
<EPS-DILUTED> .13
</TABLE>
